TSOGO SUN HOTELS LIMITED - Results of General Meeting

Results of General Meeting

Tsogo Sun Hotels Limited
(previously known as Southern Sun Hotels Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number 2002/006356/06
Share Code: TGO ISIN:ZAE000272522
(“Tsogo Sun Hotels” or “the Company”)



RESULTS OF GENERAL MEETING



Tsogo Sun Hotels shareholders (“Shareholders”) are referred to the circular issued by the Company on 21 October
2020, regarding the approval of the offer whereby Tsogo Sun Hotels will acquire all of the Hospitality shares other
than those held by Tsogo Sun Hotels and its subsidiaries and treasury shares, by way of:

  •    scheme of arrangement in terms of section 114(1) read with section 115 of the Companies Act, proposed by
       the board of directors of Hospitality to the shareholders of Hospitality (“Hospitality Shareholders”)
       (“Scheme”);
  •    if the Scheme fails to be implemented in accordance with its terms, a general offer by Tsogo Sun Hotels to
       the Hospitality Shareholders in terms of sections 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) of
       section 1 of the Listings Requirements (“General Offer”); and
  •    the delisting of all Hospitality shares from the main board of the JSE pursuant to the implementation of the
       Scheme or, if the Scheme fails, pursuant to the delisting resolution being approved and the General Offer
       being implemented. relating to the approval of the Offer disposal such offer constituting a Category 1
       transaction in respect of Tsogo Sun Hotels in terms of the JSE Listings Requirements.
  
(collectively “the Offer”)


Shareholders are advised that at the general meeting of Shareholders (“General Meeting”) held electronically via
Microsoft Teams on Thursday, 19 November 2020, in terms of the notice convening the General Meeting distributed
to Shareholders on Wednesday, 21 October 2020, relating to approval of Offer, such Offer constituting a category 1
transaction in respect of Tsogo Sun Hotels in terms of the JSE Listings Requirements. All of the binding resolutions
tabled were passed by the requisite majority of votes cast by Shareholders.

The total number of shares voted in person or by proxy at the General Meeting including abstentions was 1 106 967
915 representing 90.22% of Tsogo Sun Hotel’s issued share capital as at Friday, 13 November 2020, being the Voting
Record Date.

The voting results were as follows:

                                                                                                       SHARES
                                                              TOTAL SHARES VOTED
                                                                                                      ABSTAINED
                                                  FOR       AGAINST
                                                                           NUMBER            %            %
 RESOLUTION                                       (%)         (%)
 Ordinary Resolution Number 1
 Approval of the Offer                           100.00       0.00      1 106 875 652      90.21          0.01

 Ordinary Resolution Number 2
 Directors Authority                             100.00       0.00      1 106 878 502      90.21          0.01



Fourways
19 November 2020

Sponsor
Investec Bank Limited

Date: 19-11-2020 04:40:00
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